Bylaws

CONSTITUTION AND BY- LAWS OFTEXAS RED ANGUS ASSOCIATION
A NON PROFIT ORGANIZATION
As amended, and as approved by TRAA Membership on July28, 2019

ARTICLE INAME, PURPOSE, and NON-PROFIT STATUS

SECTION 1. NAME
The name of this 501 (c)(5) non-tax exempt non-profit corporation is and shall be TEXAS RED ANGUS
ASSOCIATION (hereinafter, “the Association” or “TRAA”).

SECTION 2. PURPOSES
The purposes of the Association are to promote the breeding and marketing of
Red Angus cattle through participation in programs of research, education, and
production; and to encourage and assist Texas Junior Red Angus members in
their endeavors.

SECTION 3. NON-PROFIT STATUS.
The Association is and shall be recorded with the State of Texas as a non- profit
corporation and, in compliance with its Articles of Incorporation or Certificate of
Incorporation, this corporation is and always shall be a non-profit organization and
no stock shall ever be issued, and no Member shall ever receive any profit or
anything of pecuniary value for his or her membership, either during the operation
of the corporation or upon its dissolution, or the liquidation of any of the
corporation’s assets of any kind. The Directors and Officers in office at such time
shall, in accordance with the laws applicable to non-profit corporations like or
similar to the Association, continue to act as trustees for the benefit of all persons,
and after liquidation of all assets, cause any net proceeds to be distributed in
pursuance of the objectives and purposes of this corporation as stated in its
Articles of Incorporation or Certificate of Incorporation and herein, and to pay such
net proceeds over to a charitable or non-profit organization in the State of Texas
or, if not practical, elsewhere in the United States, carrying on functions most
similar to the purposes for which this corporation is organized.

ARTICLE II OFFICERS

SECTION 1. OFFICERS
The Officers of the Association shall be a President, a Vice President, a Secretary
and a Treasurer; provided, however, that the offices of the Secretary and the
Treasurer may be combined into the single office of Secretary-Treasurer for such
time as the Board desires. They shall take office at the time of their election.

SECTION 2. ELIGIBILITY TO SERVE AS AN OFFICER
To be eligible to serve as an Officer, an individual must be an Active Member in
good standing at the time of election and must have been so, since the last
Annual Meeting and shall be a legal Texas resident.

SECTION 3. DUTIES
The duties of each Officer shall be those as provided by these By-laws, by the
Board of Directors (hereinafter “the Board”) and the Membership, by law and as
customarily exercised by such Officers.

a. PRESIDENT. The President shall be elected annually by the Membership for
one (1) year and shall be considered a member of the Board for all purposes;
provided, however, that the President will only vote in the event of a tie-vote
among the members of the Board. The President is the executive officer and is in
general charge of the execution of the rules, directives and policies of the Board
and the Association. The President shall preside at all meetings of the Members
and of the Board, and perform all duties usual to such office or as prescribed by
the Board. In the event that the President or Vice-President are unable to attend
any National function, the President shall designate an Association Member to be
acting President at those functions.

b. VICE PRESIDENT. The Vice President shall be elected annually by the
Membership, shall have voting privileges at Board meetings, and shall be
considered a member of the Board for all purposes. The Vice President shall
attend all meetings of the Members and of the Board, and shall perform all duties
usual to such office or as prescribed by the Board. Should the President be
unable or unwilling to serve, in the absence of the President or at the President’s
request, the Vice President shall perform the duties of the President or such
duties as the President may designate.

c. SECRETARY. The Secretary shall be elected annually by the Membership,
shall have voting privileges at Board meetings, and shall be considered a member
of the Board for all purposes. The Secretary shall be the custodian of all books,
papers, records, documents, official seal (if any), and other property of the
Association, except as otherwise provided by these By-laws or as directed by the
Board. The Secretary may, as the Secretary determines practical and as
authorized by the Board, rely on other responsible individual(s) to serve as the
physical custodian(s) of such property, but the Secretary shall retain ultimate
responsibility for the retention and ability to retrieve said items. The Secretary
shall attend all meetings of the Members and of the Board, perform all duties
usual to such office or as prescribed by the Board, and make a full and complete
record (the Minutes) of all matters considered at such meetings, which shall serve
as the official record of the meetings of the Board and of the Membership. The
Secretary shall assure that a copy of documents made the subject of a particular
action is incorporated into and made a part of the Minutes of such meetings. The
Secretary shall prepare and distribute such correspondence as may be directed
by the Board, shall serve or cause to be served, printed or published, such notices
as shall be required by law, these By-laws, or the Board, and shall perform such
administrative duties as may be assigned to the Secretary by the Board..

d. TREASURER. The Treasurer shall be elected annually by the Membership,
shall have voting privileges at Board meetings, and shall be considered a member
of the Board for all purposes. The Treasurer shall have charge of the funds of the
Association and shall pay and otherwise handle them as directed by the Board,
keep an accurate record of the receipts and disbursements of the Association,
and submit a report to the Board at its Regular Meetings and more often, if
required. The Treasurer shall attend all meetings of the Members and of the
Board, perform all duties usual to such office or as prescribed by the Board, be
prepared to give a full and complete report of the fiscal status of the Association at
such meetings, and give a full and complete report for the fiscal year to the Board
and the Membership at the Association’s Annual Meeting. The Treasurer shall
deposit all monies of the Association to the Association’s account in such
depository or depositories as the Board shall designate.

e. SECRETARY-TREASURER. The offices of Secretary and of Treasurer may be
combined into the singular office of Secretary-Treasurer for such time as the
Board may direct. The Secretary-Treasurer shall perform all of the duties of
Secretary and Treasurer . The Secretary-Treasurer shall be elected by the
membership, shall have voting privileges at Board meetings, and shall be
considered a member of the Board for all purposes.

SECTION 4. TERM of OFFICE
The term of office for all Officers shall be for a term of one (1) year, or until their
respective successors are duly elected. A majority of the Members present and
voting shall be sufficient for the election of any Officer. No person shall hold the
same office for more than two consecutive terms. Any individual elected to serve
the remaining term of an Officer is still eligible to serve two full, consecutive terms
if elected.

SECTION 5. EX OFFICIO OFFICERS
a. The immediate past President shall be an ex officio member of the Board for
the immediately succeeding one (1) year. They shall have voice but shall not have
voting rights.

b. The current members of the Board of Directors of the Red Angus Association
of America who are Members of the Association, but who are not currently elected
to serve on the Board, shall be ex officio members of the Board. They shall have
voice but shall not have voting rights on the Board; provided, however, that their
right to vote as a Member of the Association shall not be affected by their status
as an ex officio Board member.

SECTION 6. VACANCY
The Vice-President becomes President upon the death or resignation of the
President, and the Vice-President’s office shall be filled by affirmative vote of a
majority of the Board. Any vacancy of the other offices of the Officers of the
Association shall likewise be filled by affirmative vote of a majority of the Board.
Any Officer elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office.

SECTION 7. REMOVAL
Except as otherwise provided in these by-laws, an Officer may be removed from
office at the sole discretion of the Members, at a vote held at the Annual Meeting
or any other meeting of the Members, said removal to become effective
immediately following such a vote.

SECTION 8. ADDRESS
The mailing address, and the registered and principal office, of the Association.
shall be the address of the President or the Secretary, unless otherwise directed
by the Board.

ARTICLE III BOARD OF DIRECTORS

SECTION 1. GOVERNING BODY
The duly elected Officers and Directors of the Association, collectively, are the
Governing Body of the Association, which shall be known as the Board of
Directors or “the Board”.

SECTION 2. DIRECTORS
The Directors will consist of five (5) Area Directors, each representing one of the
five (5) areas in the State of Texas designated and approved by the Board and
the Membership in accordance with the By-laws, and four (4) Directors At Large.

SECTION 3. ELIGIBILITY TO SERVE AS DIRECTOR
To be eligible to serve as a Director, an individual must be an Active Member in
good standing at the time of election, and must have been so since the last
Annual Meeting.

SECTION 4. TERM OF DIRECTORS
A Director shall be elected for a term of three (3) years. Three Directors shall be
elected each year. These three will be two (2) area Directors and one (1) Director
At Large. These three Directors will replace the three Directors whose terms are
expiring that year. There will be one year in which two (2) At Large Directors and
one (1) Area Director will be elected. No Director shall be elected to successive
terms of office; provided, however, that an individual elected to serve the
remaining term of a Director is still eligible to serve a subsequent and consecutive
term. A Director or Officer who has missed three (3) consecutive Board meetings
shall be removed and replaced, should a majority of the Board so vote.

SECTION 5. VACANCY
Any vacancy of a Director’s office as a result of resignation or otherwise shall be
filled by affirmative vote of a majority of the Board, the newly elected Director to
serve the unexpired term of his or her predecessor.

SECTION 6. REMOVAL
Except as otherwise provided in these by-laws, a Director may be removed from
office at the sole discretion of the Members, at a vote held at the Annual Meeting
or any other meeting of the Members, said removal to become effective immediately following such a vote.

SECTION 7. AREA DIRECTORS
The five (5) Area Directors will each be elected from one of the five (5) designated
areas of the State of Texas. The five designated areas shall be formed initially by
the decision of two-thirds (2/3) majority of the Board and confirmed by a two-thirds
(2/3) majority of the Active Members. Ballots shall be mailed to all Active
Members and results validated by the Board at the next Annual Meeting. At such
time when an area is to nominate a member for the Board, and no one is able to
serve from that area, a nomination can be made from the Membership at large.

SECTION 8. Directors At Large
The four (4) Directors At Large will be elected from the Active Membership of the
Texas Red Angus Association. They will serve for a period of three (3) years.
There will be one year in which two Directors At Large will be elected.

ARTICLE IV MEMBERSHIP

SECTION 1. CATEGORIES OF MEMBERSHIP
Any Red Angus breeder or persons interested in the promotion of Red Angus are
eligible for membership, as provided by these By-laws. Membership categories
and requirements are:

a. ACTIVE MEMBERS. Active Members are Red Angus cattle breeders
who are current in payment of their dues, and at least twenty one (21) years of age.

1) FAMILY/JOINT MEMBERSHIPS. To encourage greater participation in the
activities of the Association, any Active Member whose spouse/partner wishes to
be a Member of the Association may initiate a Family/Joint Membership
affording the spouse a full Active Membership.

b. LIFE MEMBERS. Life Members are those having been awarded such status by vote of the Members at the Annual Meeting. This category shall be limited to
longtime Active Members of the Association and shall be in recognition of their
outstanding commitment to the Red Angus breed and their outstanding
contributions to the Association. Life Members whose Active Memberships remain
in good standing may vote, but shall not be required to pay dues.

c. ASSOCIATE MEMBERS. Associate Members are those who are in accord with
the Association’s purposes and objectives and who wish to support the
Association in its endeavors. Their residence is not limited to the State of Texas.
They may attend meetings but may not vote, pay dues or hold office. Associate
Members may include but are not necessarily limited to:

Texas Junior Red Angus Association and its members.

Persons who feed or crossbreed using Red Angus and who sincerely wish to further the progress of the beef industry using Red Angus, but who do not wish to be Active Members.

Businesses whose activities or income is linked primarily to agricultural activities and who wish to support the Association, its purposes and objectives.

SECTION 2. ANNUAL DUES
Except as otherwise provided in these by-laws, annual dues for Active Members
shall be as recommended, from time to time, by the Board of Directors and as
approved by the Members at the Annual Meeting. A notice of any proposed
change in the Annual Dues to be presented to the Board for its consideration will
be mailed to the Active Members at least thirty (30) days prior to the Annual
Meeting.

SECTION 3. PAYMENT OF DUES
A Member’s annual dues are due and payable on the first day of the Association’s
fiscal year, unless the Board determines another date. Dues must be received thirty (30) days prior to
the annual meeting to be eligible to vote.

SECTION 4. MEMBERSHIP IN GOOD STANDING
A Member is considered to be in “good standing” unless the Member no longer
meets the requirements of membership or, with regard to Active Members, the
Member is delinquent in the payment of annual dues. A Member is considered
delinquent in the payment of annual dues if full payment is not received within six
(6) months of the date dues are due and payable. In such a case, the membership
is automatically suspended and the Member may not vote until the delinquency is
remedied. Should the Member’s failure to pay annual dues extend beyond the fiscal year, the membership is automatically terminated.

SECTION 5. APPLICATION
Each applicant for membership must apply in writing to the Secretary in such form
as the Association shall prescribe, to be presented with the necessary membership
fee.

SECTION 6. TRANSFERS
No membership is transferable except in case of the death of an Active Member; in
such a case, a membership can be transferred within a family to another individual
qualified to be an Active Member.

ARTICLE V FISCAL MATTERS

SECTION 1. FISCAL YEAR
The fiscal year of the Association shall be from July 1st through June 30th of the following year.

SECTION 2. BUDGETARY LIMITATIONS
No expense, debt or financial obligation of any kind may be incurred in the name
of, or on behalf of, the Association that would cause the Association to exceed the
annual budget then in effect, nor shall any individual or entity be reimbursed for
such expense, debt or financial obligation, nor shall the Association be liable or
responsible for such expense, debt or financial obligation, unless payment of the
expense, debt or financial obligation is approved by the Board and the
Membership, and the budget is amended and approved accordingly.

SECTION 4. REIMBURSEMENT
A Director, an Officer or a Member may be reimbursed as authorized by the Board
for expenses incurred on behalf of and in furtherance of the authorized business of
the Association.

SECTION 5. PAYMENT FOR SPONSORED EVENTS
From time to time, the Association may sponsor special event such as sales,
shows, bull tests, Junior Red Angus events, and similar events. The Association
shall be responsible for the financial backing of these events either directly, by
special assessment of the Membership or by direct assessment of those Members
participating in the event. For purposes of membership status, non payment of
such an assessment by a Member shall be considered cause for immediate
termination of membership.

SECTION 6. SPECIAL ASSESSMENTS
Any special assessments of Members must be approved by the Board and twothirds(
2/3) of the attending Active Members at a regular meeting.

SECTION 7. INDEMNIFICATION
To the extent permitted by law, the Association shall defend, indemnify and hold
harmless the Directors and Officers of the Association with regard to any and all
liability they may incur, or to which they may be exposed, as a result of their
conduct in office, when the conduct was in the course and scope of their respective
office, in good faith, and in the reasonable belief that it was in the best interests of
the Association. To effect the same, the Association shall purchase directors’ and
officers’ liability insurance covering the acts and omissions of its Directors and
Officers, in a form like or similar to that typically purchased by non-profit
organizations such as the Association.

ARTICLE VI COMMITTEES

SECTION 1. STANDING COMMITTEES
There will be three (3) Standing Committees that will remain in existence without
being renewed annually. These committees will be appointed annually by the
President for one year. The term of the Chairmen will be at the discretion of the
President. The Chairman of a standing committee must be a member of the Board.

a. BUDGET. The Budget Committee shall be responsible for developing and
presenting to the Board, for its approval, a budget that will conform to the
requirements of the Association, and shall be responsible for effecting the conduct
of an annual audit of the Association’s financial records by a qualified, independent
auditor to be approved by the Board, and presenting said audit to the Board and to
the Members at the Annual Meeting.

b. MARKETING. The Marketing Committee shall be responsible for all aspects of
promotion and marketing of Red Angus cattle that are in the interest of the
Association, as approved by the Board. This may include sales, bull tests,
promotions at state events, advertising and other methods of promoting the breed.

c. SHOWS. The Shows Committee shall be responsible for all matters related to
the sponsorship of shows by the Association, as approved by the Board. This will
include determining which shows to conduct or participate in, the degree of
participation, the rules and regulations governing participation in these shows, as
well as the financial backing of these events. The Show Committee shall adhere to
the policy of the Texas Red Angus Association that only 1-A (registered 100% Red
Angus) heifers are to be eligible for any Junior Heifer Show that is sponsored by,
and for which premium moneys are paid by, the Association.

SECTION 2. SPECIAL COMMITTEES
Special Committees will be established, charged, and dissolved, as determined by
the President.

a. The by-laws committee (appointed by the president on an as needed basis) shall be responsible for all matters with the TRAA by-laws.
By-laws will be reviewed every three (3) years. Proposals to amend may be presented, for review, at any time in accordance to article IX.

SECTION 3. EX OFFICIO
The President is an Ex Officio member of all committees.

SECTION 4. REPORTS
All Standing Committees must make a report at the Annual Meeting of the
Membership. A written copy of all such reports shall be furnished to the Secretary.

SECTION 5. RESPONSIBILITY
All committees are directly responsible to the President.

SECTION 6. NOMINATING COMMITTEE
The President shall timely activate the Nominating Committee, giving consideration
to the time and efforts needed for completion of its task of identifying and
recommending individuals suitable for offices to be filled at the Annual Meeting. If
possible, the Nominating Committee shall be made up of the three outgoing Directors. The Committee will take nominations from all eligible Members who wish
to make nominations. The Board of Directors will vote on a slate of Officers and
Directors to present to the Membership. The Membership can make additional
nominations from the floor.

ARTICLE VII MEETINGS

SECTION 1. ANNUAL AND OTHER REGULAR MEETINGS OF THE MEMBERSHIP
The Association shall hold at least one Regular Meeting of the Membership a year,
at a time and place determined by the Board, which shall be called the Annual
Meeting. The Board and the Members may determine to have other Regular
Meetings of the Members. Members in good standing will be notified, at their
address last recorded with the Secretary, as to the date and location of the Annual
Meeting or other Regular Meetings by the Secretary. This notice will be mailed at
least thirty (30) days prior to the meeting, which shall include the items of business
reasonably expected to be considered thereat. It shall be the responsibility of each
Member to provide the Secretary with a current mailing address.

SECTION 2. SPECIAL MEETINGS OF THE MEMBERSHIP
Special Meetings of the Membership may be called at any time by the President,
the Board or, upon presentation to the President, the written, signed request of no
less than one-tenth (1/10) of the total Active Membership. Notice of a Special
Membership Meeting must be mailed to each Member not later than ten (10) days
before the date of such meeting, which shall include the items of business
reasonably expected to be considered thereat.

SECTION 3. QUORUM FOR MEMBERSHIP MEETINGS
A quorum shall exist when twenty five (25) members of good standing are in attendance at any meetings of the membership.

SECTION 4. ELECTIONS AT MEMBERSHIP MEETINGS
Elections conducted by the Members shall be by secret ballot, except when there
is but one candidate for the office.

SECTION 5. VOTING AT MEMBERSHIP MEETINGS
Membership carries one (1) vote per paid membership, and any one (1) person
can only vote one (1) membership. No proxy vote is permissible at meetings of the Membership. If there is more than one paid membership in a family, farm, ranch,
business operation, or herd, each membership in good standing will have a vote. A
simple majority will rule in all cases unless otherwise stated in the Constitution or
these By-laws. Active Members whose memberships are not in good standing may
not vote.

SECTION 6. REGULAR MEETINGS OF THE BOARD
The Board of Directors shall conduct Regular Meetings at least each quarter of the
Association’s fiscal year and as otherwise directed by the Board or the Members.
One of the Board’s Regular Meetings shall take place at, or in conjunction with, the
Association’s Annual Meeting. Written notice of any such meeting, and the
business reasonably expected to be transacted thereat, shall be given to all
members of the Board at least ten (10) days prior thereto.

SECTION 7. SPECIAL MEETINGS OF THE BOARD
A Special Meeting of the Board may be called on request of a majority of the Board
members or at the direction of the President. Written notice of any such meeting,
and the business to be transacted thereat, shall be given to all members of the
Board at least twenty four (24) hours prior thereto.

SECTION 8. QUORUM OF THE BOARD
A quorum for any meeting of the Board shall consist of seven (7) of its members.

SECTION 9. RULES FOR CONDUCT OF ALL MEETINGS
All meetings will be governed by these By-laws. If matters are not covered herein,
the Constitution and By-laws of the Red Angus Association of America will be
consulted and followed when practical and, if not covered therein, reference shall
be to Robert’s Rules of Order. A ruling by the Chair may be reversed only by a
majority of the votes present in person.

ARTICLE VIII ORDER OF BUSINESS

The order of business at a regular meeting shall be as follows, or as close to the following
as is practical:
a. Taking of the roll
b. Reading of the minutes of the last meeting and of special meetings subsequent thereto.
c. Report of the Treasurer.
d. Report of the Board of Directors through the Secretary.
e. Reports of Committees (standing and special).
f. Unfinished business.
g. New Business.
h. Elections.
i. Adjournment.

ARTICLE IX AMENDMENTS

These By-laws will be reviewes and evaluated by the by-laws coomitte and board of directors every three (3) years.
During non-review years, the by-laws may be amended by a proposal to the By-laws Committee. A proposal may also be made to the
Committee by any Active Member. The Committee must pass
the proposed amendment by a two-thirds (2/3) majority before presenting it to the Board
for approval. Any proposal, as approved by the Board, must be presented to the Active
Membership in writing thirty (30) days prior to its next regular or special meeting of the
Members. The amendment may be voted on at the next regular Annual Meeting which
may be no sooner than six (6) months after the meeting at which it was presented to the
Active Membership. To become effective, any amendments to these By-laws must pass
by a two-thirds (2/3) majority of the Active Members at that meeting.

A supplement to but not part of the Constitution and By-laws.
Area 1. Northeast: OK border I 35 south to I 35 (W) to I 20 then east to the AK border.
Area 2. East: AK border West on I 20 to I 35 (W) to Waco then TX 6 south to the Gulf coast.
Area 3. Southeast: Gulf coast north on TX 6 to Waco then south on I 35 to the Mexico border.
Area 4. Southwest: Mexico border north on I 35 to I35 (W) to I 20 west to NM border.
Area 5. Northwest: NM border east on I 20 to I 35 (W) then north to OK border.
Area 6 is no longer.
Note: A Member’s mailing address is used for establishing their area of membership.
Ranch location may be used only in special occasions.